Nagambie Resources : Notice of Annual General Meeting/Proxy Form

Nagambie Resources Limited | ABN 42 111 587 163 | ASX Code: NAG

533 Zanelli Road (PO Box 339) Nagambie VIC 3608 | TEL: [phone]

[e-mail] | www.nagambieresources.com.au

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of Nagambie Resources Limited (Nagambie or the Company) will be held at 11:00am (AEDT) on Monday, 30 November 2020. Due to the ongoing COVID-19 pandemic, the AGM will be held via an audioconferencing facility. Shareholders who wish to attend and participate in the virtual meeting, please register in advance as per the instructions outlined in this Notice of Meeting.

Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice

of Meeting.

Following recent modifications brought to the Corporations Act 2001 and the Corporations Regulations 2001 under the Corporations (Coronavirus Economic Response) Determination (no.1) 2020, no hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated. The Notice of Meeting is given to those entitled to receive it by use of one or more technologies. The Notice of Meeting is also available on the Australian Securities Exchange Market Announcements Platform and on the Company's website (https://www.nagambieresources.com.au/investor-information/all-asx-releases/).

BUSINESS:

1. ACCOUNTS AND REPORTS Financial and related reports
   To table the annual financial report of the Company and the related reports of the Directors and auditors for the year ended 30 June 2020 and to provide members with the opportunity to raise any issues or ask any questions generally of the Directors.
2. NON-BINDINGRESOLUTION

To consider and, if thought fit, pass Resolution 1 as a non-binding resolution.

1. Adoption of Remuneration Report

'That for the purposes of section 250R(2) of the Corporations Act 2001 and for all other purposes, the Remuneration Report for the financial year ended 30 June 2020 be adopted.'

1. ORDINARY RESOLUTIONS

To consider and, if thought fit, pass Resolutions 2, 3a, 3b, 3c, 4a, 4b and 5 as ordinary resolutions.

1. Re-electionof Mr Michael Trumbull
   'That Mr Michael Trumbull, a Director retiring by rotation in accordance with the Company's Constitution and being eligible and having signified his candidature for the Office, be and is hereby re-elected a Director of the Company.'
2. Issues of Options to Directors
   a. Issue of Options to Mr Michael Trumbull

'That for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, approval be given in respect of the issue of 4,000,000 options to Mr Michael Trumbull on the terms and conditions set out in the Explanatory Notes.'

1. Issue of Options to Mr Gary Davison

'That for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, approval be given in respect of the issue of 2,000,000 options to Mr Gary Davison on the terms and conditions set out in the Explanatory Notes.'

1. Issue of Options to Mr Alfonso Grillo,

'That for the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act 2001 and all other purposes, approval be given in respect of the issue of 2,000,000 options to Mr Alfonso Grillo on the terms and conditions set out in the Explanatory Notes.'

4. Ratification of Prior Issues of Securities

a. Ratification of Issue of Convertible Notes

'That for the purposes of ASX Listing Rule 7.4 and all other purposes, approval be given in respect of the issue of 22,680,000 convertible notes to professional and sophisticated investors on 20 January 2020, on the terms and conditions set out in the Explanatory Notes.'

1. Ratification of Issue of Shares

'That for the purposes of ASX Listing Rule 7.4 and all other purposes, approval be given in respect of the issue of 5,119,973 fully paid ordinary shares to Mawson Gold Limited on 24 March 2020, on the terms and conditions set out in the Explanatory Notes.'

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5. Option and Joint Venture Agreement with Mawson Gold Limited

"That, for the purposes of ASX Listing Rule 10.1 and for all other purposes, approval be given for the disposal by the Company of an interest in the Whroo Properties to Mawson Gold Limited in accordance with the terms of the Amended Option and Joint Venture Agreement."

NOTE: An independent expert has concluded that the Option and Joint Venture Agreement subject of Resolution 5 is FAIR AND REASONABLE to Shareholders not associated with Mawson Gold Limited. A copy of the Independent Expert's Report accompanies the Explanatory Notes to this Notice of Meeting.

1. SPECIAL RESOLUTIONS

To consider, and if thought fit, pass Resolutions 6 and 7 as special resolutions.

1. Approval of 10% Placement Capacity
   'That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, approval be given for the issue of equity securities of up to 10% of the issued capital of the Company (at the time of the issue or the agreement to issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.'
2. Adoption of New Constitution
   'That, for the purposes of sections 136(1)(b) and 136(2) of the Corporations Act and for all other purposes, approval is given that the constitution of Nagambie Resources Limited be repealed and replaced by a new constitution in the form accompanying the Explanatory notes, with effect from the conclusion of the meeting.'

By Order of the Board

Alfonso Grillo

Company Secretary

30 October 2020

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IMPORTANT MEETING INFORMATION

Venue

Safety of our shareholders and staff is our paramount concern, and therefore, in line with State Government regulations and ASIC recommendations during the COVID 19 pandemic, the Nagambie Resources Limited Annual General Meeting (AGM) by way of live video conference.

There will be no physical meeting.

Shareholders wishing to attend the online meeting need to email the Company, including their registered name and address. To register, email: [e-mail]

Shareholder Questions

Should you have a question in relation to the meeting, please email [e-mail] 5:00 p.m. on 23 November 2020.

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting in person

As the Meeting will be held online, voting in person will not apply, and you are encouraged to lodge a proxy vote beforehand. Voting at the meeting will be conducted by an online Poll. The Poll will be conducted based on votes submitted by proxy and by shareholders who submit their Online Poll votes on the day of the AGM.

We encourage shareholders to lodge their proxy vote beforehand given the COVID 19 restrictions.

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EXPLANATORY NOTES

These Explanatory Notes form part of the Notice of Annual General Meeting dated 26 October 2020 and should be read in conjunction with that Notice as these Explanatory Notes contain important information on the proposed Resolutions.

NOTE: An independent expert has concluded that the Option and Joint Venture Agreement subject of Resolution 5 is FAIR AND REASONABLE to Shareholders not associated with Mawson Gold Limited. A copy of the Independent Expert's Report accompanies these Explanatory Notes as Annexure B.

1. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

The Company is required to include in its Directors' Report a detailed Remuneration Report relating to remuneration received by the Company's key management personnel. Section 300A of the Corporations Act sets out the information required to be included in the Remuneration Report. A copy of the Remuneration Report appears in the Company's

Annual Report for the year ended 30 June 2020.

Sections 249L(2) and 250R(2) of the Corporations Act require that a resolution that the Remuneration Report be adopted be put to a vote of shareholders at the Company's annual general meeting. The vote on this resolution is advisory to the Company only, and does not bind the Board.

Under section 250SA of the Corporations Act, shareholders must be given a reasonable opportunity to ask questions about, and make comments on, the Remuneration Report. This is in addition to any questions or comments that shareholders may have in relation to the management of the Company.

1.1. Voting Prohibition

A vote on Resolution 1 must not be cast by or on behalf of either of the following persons:

1. a member of the key management personnel details of whose remuneration are included in the remuneration report; or
2. a closely related party (such as close family members and any controlled companies) of those persons,

unless the vote is cast by a person as proxy for a person entitled to vote in accordance with the direction on the proxy form.

1. RESOLUTION 2 - RE-ELECTION OF MR MICHAEL TRUMBULL
   Rule 16 of the Constitution requires at least one third of the Directors to retire each year (by rotation). Mr Michael Trumbull retires this year in accordance with this rule, and is permitted to seek re-election. Personal particulars for Mr Trumbull are set out in the Directors information included in the Company's Annual Report.
2. RESOLUTIONS 3A-3C - ISSUE OF OPTIONS TO DIRECTORS

1. ASX Listing Rule 10.11
   Approval is sought pursuant to ASX Listing Rule 10.11 for the issue of a total of 8,000,000 Options to Directors of the Company. Pursuant to Listing Rule 10.11 the Company may not issue securities to a related party without the prior approval of the shareholders.
   Each of Resolutions 3a-3c seeks shareholder approval for the issue of options to a Director of the Company in accordance with ASX Listing Rule 10.11. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.
2. Issue of Options
   The following information is provided in accordance with ASX Listing Rule 10.13 in relation to each of Resolutions 3a- 3c:
3. 1. Name of the person
      The Options will be issued to the existing Directors of the Company (or their nominees).
   2. Number of securities to be issued
      8,000,000 Options are to be divided among the Directors as follows:
   3. 1. 4,000,000 Options to Mr Michael Trumbull (or nominee);
      2. 2,000,000 Options to Mr Gary Davison (or nominee); and
      3. 2,000.000 Options to Mr Alfonso Grillo (or nominee).
   4. Maximum number of securities to be issued upon exercise of Options
      Upon exercise, the Options may be converted into a maximum of 8,000,000 fully paid ordinary shares ranking equally in all respects with the existing fully paid ordinary shares in the Company.
   5. Date of issue and allotment
      Subject to obtaining shareholder approval, the Company will issue and allot the Options within one month of the date of the Meeting.

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